0001158172-23-000111 | 10-Q | XBRL Viewer

Revenue Recognition

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

The following table presents the Company's revenue disaggregated by solution group, geographical market and timing of transfer of products and services. The Company attributes revenue to geographical markets based on the location of the customer. The Company has one reportable segment in accordance with ASC 280, Segment Reporting; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2023		2022		2023		2022
By solution group:
Digital Ad Solutions	$	50,501	$	52,360	$	153,597	$	157,127
Cross Platform Solutions	40,499		40,423		122,645		121,056
Total	$	91,000	$	92,783	$	276,242	$	278,183
By geographical market:
United States	$	82,192	$	83,780	$	249,832	$	249,493
Europe	4,617		4,497		13,845		14,179
Latin America	1,745		1,839		5,170		5,765
Canada	1,408		1,675		4,249		5,668
Other	1,038		992		3,146		3,078
Total	$	91,000	$	92,783	$	276,242	$	278,183
By timing of revenue recognition:
Products and services transferred over time	$	78,179	$	77,264	$	234,803	$	231,946
Products and services transferred at a point in time	12,821		15,519		41,439		46,237
Total	$	91,000	$	92,783	$	276,242	$	278,183

Contract Balances

The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers:


	As of		As of
(In thousands)	September 30, 2023		December 31, 2022
Accounts receivable, net	$	46,469	$	68,457
Current and non-current contract assets	7,669		6,736
Current contract liabilities	50,901		52,944
Current customer advances	7,595		11,527
Non-current contract liabilities	93		887

Significant changes in the current contract liabilities balance are as follows:


	Nine Months Ended September 30,
(In thousands)	2023		2022
Revenue recognized that was included in the opening contract liabilities balance	$	(46,883)	$	(47,662)
Cash received or amounts billed in advance and not recognized as revenue	43,651		46,969

Remaining Performance Obligations

As of September 30, 2023, approximately $210 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year. The Company expects to recognize revenue on approximately 15% of these remaining performance obligations during the remainder of 2023, approximately 45% in 2024, and approximately 22% in 2025, with the remainder recognized thereafter.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Related Party Transactions - Schedule of Transaction with Related Parties (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Related Party Transaction

Revenues

^[1],[2]

$ 91,000

$ 92,783

$ 276,242

$ 278,183

Cost of revenues

^{[1],[2],[3],[4]}

50,473

51,530

155,360

155,915

Assets

Accounts receivable, net

46,469

$ 68,457

Liabilities

Accounts payable

32,382

29,090

Accrued expenses

35,777

43,393

Non-current portion of accrued data costs

30,647

25,106

Related Party

Related Party Transaction

Revenues

2,856

3,527

8,802

12,125

Assets

Accounts receivable, net

1,912

1,034

Liabilities

Accounts payable

12,632

12,090

Accrued expenses

4,862

4,297

Non-current portion of accrued data costs

20,154

15,471

WPP | Related Party

Related Party Transaction

Revenues

2,048

2,782

6,472

9,492

Cost of revenues

2,199

2,417

7,322

6,791

Assets

Accounts receivable, net

1,695

825

Liabilities

Accounts payable

1,494

2,398

Accrued expenses

519

1,108

Contract liabilities

1,780

1,132

Charter | Related Party

Related Party Transaction

Revenues

501

1,500

1,773

Cost of revenues

4,979

$ 5,521

14,929

$ 16,588

Liabilities

Accounts payable

11,138

9,693

Accrued expenses

4,343

3,189

Non-current portion of accrued data costs

$ 20,154

$ 15,471

[1]

(1) Transactions with related parties are included in the line items above as follows (refer to Footnote 9, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information):

[2]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022			2023		2022
Revenues	$	2,856	$	3,527		$	8,802	$	12,125
Cost of revenues	7,178		7,938			22,251		23,379
Convertible redeemable preferred stock dividends	(4,286)		(3,910)			(11,983)		(11,603)

[3]

(2) Excludes amortization of intangible assets, which is presented as a separate line item.

[4]


(3) Stock-based compensation expense is included in the line items above as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenues	$	113	$	155	$	435	$	877
Selling and marketing	96		132		411		804
Research and development	85		116		333		627
General and administrative	747		1,013		2,640		4,906
Total stock-based compensation expense	$	1,041	$	1,416	$	3,819	$	7,214

Goodwill - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Goodwill - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill	$ 0	$ 46,300	$ 44,100	$ 46,300	$ 46,300

Convertible Redeemable Preferred Stock and Stockholders' Equity	9 Months Ended
	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Convertible Redeemable Preferred Stock and Stockholders' Equity	Convertible Redeemable Preferred Stock and Stockholders' Equity 2021 Issuance of Preferred Stock On March 10, 2021, the Company issued and sold 82,527,609 shares of Preferred Stock in exchange for aggregate gross proceeds of $204.0 million. Net proceeds from the Transactions totaled $187.9 million after deducting issuance costs. The Preferred Stock is convertible at the option of the holders at any time into shares of Common Stock based on a conversion rate set in accordance with the Certificate of Designations of the Preferred Stock. The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods. As of September 30, 2023, each share of Preferred Stock would have been convertible into 1.097283 shares of Common Stock, with such assumed conversion rate scheduled to return to 1.00 upon payment of accrued dividends. As of September 30, 2023, no shares of Preferred Stock have been converted into Common Stock. The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances. In addition, such holders are entitled to request, and the Company will take all actions reasonably necessary to pay, a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on March 10, 2021 (the "Stockholders Agreement"). As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend. At an annual meeting of stockholders of the Company held on June 15, 2023 (the "Annual Meeting"), the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof. On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date (the "Waivers"), and the Company's Board elected to defer the June 30, 2023 payment. Under the Waivers and the Certificate of Designations governing the Preferred Stock, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023 subject to certain conditions. As of September 30, 2023, accrued dividends for the Preferred Stock totaled $19.8 million. 2019 Issuance and Sale of Common Stock and Warrants On June 23, 2019, the Company entered into a Securities Purchase Agreement with CVI, pursuant to which CVI agreed to purchase (i) 2,728,513 shares of Common Stock (the "Initial Shares"), at a price of 7.33 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "CVI Closing Date"). The Series B-1 Warrants and Series B-2 Warrants expired in 2020. The Series C Warrants were exercised on October 10, 2019. As a result of this exercise, the Company issued 2,728,513 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares issuable under the Company's Series A Warrants was increased by 2,728,513. The Series A Warrants are exercisable by the holders for a period of five years from the CVI Closing Date and are currently exercisable into 5,457,026 shares of Common Stock. The Series A Warrants may be exercised for cash or through a net settlement feature under certain circumstances. The exercise price for the Series A Warrants is subject to anti-dilution adjustment in certain circumstances, including upon certain issuances of capital stock. Upon the issuance of the Preferred Stock in 2021, the Company adjusted the exercise price of the Series A Warrants from $12.00 to $2.4719 per share, the closing price of the Transactions. On March 15, 2023, the Company granted Common Stock awards to certain non-executive employees valued at $1.01 per share (the closing price of the Common Stock on March 15, 2023) under the Company's annual incentive compensation plan, resulting in a further adjustment of the Series A Warrants exercise price from $2.4719 to $1.01 per share. The estimated fair value of the Series A Warrants immediately after the exercise price adjustment on March 15, 2023 was $1.7 million, reflecting an increase of $1.0 million compared to the value as of December 31, 2022. CVI will not have the right to exercise any warrant that would result in CVI beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to such exercise. CVI has the right, in its discretion, to raise this threshold up to 9.99% with 60 days' notice to the Company. In addition, if and to the extent the exercise of any warrants would, together with the issuances of the Initial Shares and the shares issued pursuant to the exercise of any other warrants, result in the issuance of 20.0% or more of the outstanding Common Stock of the Company on the CVI Closing Date, the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash. The estimated fair value of the Series A Warrants as of September 30, 2023 was $0.3 million and is classified within other current liabilities on the Condensed Consolidated Balance Sheets. Refer to Footnote 7, Fair Value Measurements, for further information.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.

Reclassification

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, accrued dividends have been separated from other current liabilities, and warrants liability has been aggregated within other current liabilities on the Condensed Consolidated Balance Sheets.

Unaudited Interim Financial Information

The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 10-K"). The Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2023 or thereafter. All references to September 30, 2023 and 2022 in the Notes to Condensed Consolidated Financial Statements are unaudited.

Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, and the valuation of options, performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances.

Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.

Goodwill

The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value.

The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair

value of the reporting unit below its carrying value. The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the respective carrying amount, including goodwill. If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required.

The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment charge.

The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macroeconomic conditions.

In the second quarter of 2023, the Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $44.1 million non-cash impairment charge during the nine months ended September 30, 2023.

In the third quarter of 2022, the Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $46.3 million non-cash impairment charge during the three and nine months ended September 30, 2022.

For further information refer to Footnote 4, Goodwill.

Recoverability of Other Long-Lived Assets

The Company's other long-lived assets consist primarily of property and equipment and right-of-use ("ROU") assets. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable.

The Company performed an analysis in the third quarter of 2023 related to the abandonment of two leased office spaces, which changed the extent and manner for which the ROU assets and related long-lived assets were being used. The Company recorded an impairment charge of $1.5 million related to the ROU assets for the three and nine months ended September 30, 2023.

Preferred Stock

In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. (together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $0.001 ("Preferred Stock") described in Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity. The issuance of the Preferred Stock pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021.

On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction.

The Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of September 30, 2023 because a deemed liquidation event is not considered probable.

The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of September 30, 2023, the probability of a change of control was determined to be remote and the fair value of the change of control derivative was determined to be negligible.

Warrants Liability

In June 2019, the Company issued warrants to CVI Investments, Inc. ("CVI") in connection with the private placement described in Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity. The warrants were determined to be freestanding financial instruments that qualify for liability treatment as a result of net cash settlement features associated with a cap on the issuance of shares, under certain

circumstances, or upon a change of control. Changes in the fair value of these instruments are recorded in other income, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The fair value of each warrant is estimated utilizing an option pricing model. Significant valuation inputs include the exercise price, price and expected volatility of the Company's Common Stock, risk-free rate, and the remaining term of the warrants. As of September 30, 2023, the probability of a change of control was determined to be remote and did not require an enhancement to the valuation technique.

Other Income, Net

Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations. The following is a summary of the components of other income, net:


	Three Months Ended September 30,			Nine Months Ended September 30,
(In thousands)		2023		2022		2023		2022
Change in fair value of warrants liability		$	634	$	1,476	$	407	$	8,471
Other		(6)		1		18		(4)
Total other income, net		$	628	$	1,477	$	425	$	8,467

Loss Per Share

The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed.

Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, warrants, stock options and restricted stock units, and contingent consideration liability to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share.

The following is a summary of the Common Stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Preferred stock (1)	88,821,995	82,544,802	85,708,361	85,708,361
Warrants	5,457,026	5,457,026	5,457,026	5,457,026
Stock options and restricted stock units	5,816,833	5,244,552	5,926,755	4,899,973
Contingent consideration (2)	8,026,230	5,212,121	8,026,230	5,212,121
Total	108,122,084	98,458,501	105,118,372	101,277,481

(1) Includes the effect of potential Common Stock that would be issued to settle unpaid dividends accrued to holders of the Preferred Stock if they elected to convert their shares at the beginning of the period.

(2) A contingent consideration liability was recognized as part of the Company's acquisition of Shareablee, Inc. ("Shareablee") in December 2021. The liability payments may be settled in any combination of cash or shares of Common Stock (at the Company's election) based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the date of each payment. Settlement of this liability in Common Stock could potentially dilute basic earnings per share in future periods. The Company paid the first installment of $3.7 million in cash, and it is therefore excluded from Common Stock equivalents herein. The Company calculated a potential anti-dilutive share count based on the remaining expected payments totaling $4.9 million and the $0.61 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 29, 2023. The Company calculated a potential anti-dilutive share count based on the expected payments totaling $8.6 million and the $1.65 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 30, 2022.

Income Taxes

A significant portion of the Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company has concluded that an ownership change occurred in 2021 as a result of the Transactions which has triggered further limitations on the use of its net operating loss carryforwards. The limitation calculations are currently being finalized by the Company and are expected to cause a significant portion of the Company's net operating loss carryforwards to expire prior to use. Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax assets related to these limited U.S. federal and state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures.

Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) $ / shares in Units, $ in Thousands						3 Months Ended		9 Months Ended
	Jun. 15, 2023	Mar. 15, 2023 USD ($) $ / shares	Mar. 10, 2021 USD ($) $ / shares shares	Oct. 14, 2019 shares	Jun. 23, 2019 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award
Shares converted (in shares) \| shares								0
Dividend rate (percent)			7.50%
Deferred dividend rate (percent)	0.095
Accrued dividends						$ 19,800		$ 19,800		$ 7,900
Common stock warrants exercised (in shares) \| shares				2,728,513
Number of shares callable by warrants (in shares) \| shares					5,457,026
Change in fair value of warrants liability						(634)	$ (1,476)	(407)	$ (8,471)
Series A Warrant
Share-based Compensation Arrangement by Share-based Payment Award
Number of shares callable by warrants (in shares) \| shares				2,728,513
Warrants liability						$ 300		$ 300
Private Placement
Share-based Compensation Arrangement by Share-based Payment Award
Convertible redeemable preferred stock issued (in shares) \| shares			82,527,609
Gross proceeds			$ 204,000
Net proceeds			$ 187,900
Conversion ratio (in shares)						1.097283		1.097283
Conversion ratio upon payment of accrued dividends (in shares)						1.00		1.00
Sale of stock (in shares) \| shares					2,728,513
Sale price per share (in dollars per share) \| $ / shares					$ 7.33
Gross proceeds from sale					$ 20,000
Maximum common stock ownership percentage					4.99%
Maximum common stock ownership percentage if sixty days notice given					9.99%
Ownership percentage threshold triggering warrants to be settled in cash					20.00%
Private Placement \| Series A Warrant
Share-based Compensation Arrangement by Share-based Payment Award
Exercisable period (in years)					5 years
Price of warrants (in dollars per share) \| $ / shares		$ 1.01	$ 2.4719		$ 12.00
Warrants liability		$ 1,700
Change in fair value of warrants liability		$ 1,000

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-In Capital

Accumulated Other Comprehensive Loss

Accumulated Deficit

Treasury stock, at cost

Beginning balance (in shares) at Dec. 31, 2021

82,527,609

Beginning balance at Dec. 31, 2021

$ 187,885

Ending balance (in shares) at Mar. 31, 2022

82,527,609

Ending balance at Mar. 31, 2022

$ 187,885

Beginning balance (in shares) at Dec. 31, 2021

90,407,290

Beginning balance at Dec. 31, 2021

223,176

$ 90

$ 1,683,883

$ (12,098)

$ (1,218,715)

$ (229,984)

Increase (Decrease) in Stockholders' Equity

Net (Loss) Income

(9,276)

Convertible redeemable preferred stock dividends

^[1]

(3,825)

Restricted stock units distributed (in shares)

212,246

Exercise of Common Stock options (in shares)

86,941

Exercise of Common Stock options

103

$ 1

102

Payments for taxes related to net share settlement of equity awards (in shares)

(474)

Payments for taxes related to net share settlement of equity awards

(1)

Amortization of stock-based compensation

1,908

Settlement of restricted stock unit liability

1,719

Foreign currency translation adjustment

(541)

Other (in shares)

(661)

Other

(3)

Ending balance (in shares) at Mar. 31, 2022

90,705,342

Ending balance at Mar. 31, 2022

$ 213,260

$ 91

1,687,608

(12,639)

(1,231,816)

(229,984)

Beginning balance (in shares) at Dec. 31, 2021

82,527,609

Beginning balance at Dec. 31, 2021

$ 187,885

Ending balance (in shares) at Sep. 30, 2022

82,527,609

Ending balance at Sep. 30, 2022

$ 187,885

Beginning balance (in shares) at Dec. 31, 2021

90,407,290

Beginning balance at Dec. 31, 2021

223,176

$ 90

1,683,883

(12,098)

(1,218,715)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (Loss) Income

(66,708)

Foreign currency translation adjustment

(9,638)

Ending balance (in shares) at Sep. 30, 2022

92,009,609

Ending balance at Sep. 30, 2022

$ 141,955

$ 92

1,690,609

(21,736)

(1,297,026)

(229,984)

Beginning balance (in shares) at Mar. 31, 2022

82,527,609

Beginning balance at Mar. 31, 2022

$ 187,885

Ending balance (in shares) at Jun. 30, 2022

82,527,609

Ending balance at Jun. 30, 2022

$ 187,885

Beginning balance (in shares) at Mar. 31, 2022

90,705,342

Beginning balance at Mar. 31, 2022

213,260

$ 91

1,687,608

(12,639)

(1,231,816)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (Loss) Income

(5,050)

Convertible redeemable preferred stock dividends

^[1]

(3,868)

Restricted stock units distributed (in shares)

958,594

Restricted stock units distributed

$ 1

Exercise of Common Stock options (in shares)

745

Payments for taxes related to net share settlement of equity awards (in shares)

(12,646)

Payments for taxes related to net share settlement of equity awards

(23)

Amortization of stock-based compensation

2,011

Foreign currency translation adjustment

(4,544)

Other (in shares)

121,357

Ending balance (in shares) at Jun. 30, 2022

91,773,392

Ending balance at Jun. 30, 2022

$ 201,787

$ 92

1,689,596

(17,183)

(1,240,734)

(229,984)

Ending balance (in shares) at Sep. 30, 2022

82,527,609

Ending balance at Sep. 30, 2022

$ 187,885

Increase (Decrease) in Stockholders' Equity

Net (Loss) Income

(52,382)

Convertible redeemable preferred stock dividends

^[1]

(3,910)

Restricted stock units distributed (in shares)

226,948

Exercise of Common Stock options (in shares)

9,269

Amortization of stock-based compensation

1,013

Foreign currency translation adjustment

(4,553)

Ending balance (in shares) at Sep. 30, 2022

92,009,609

Ending balance at Sep. 30, 2022

$ 141,955

$ 92

1,690,609

(21,736)

(1,297,026)

(229,984)

Beginning balance (in shares) at Dec. 31, 2022

82,527,609

Beginning balance at Dec. 31, 2022

$ 187,885

Ending balance (in shares) at Mar. 31, 2023

82,527,609

Ending balance at Mar. 31, 2023

$ 187,885

Beginning balance (in shares) at Dec. 31, 2022

92,104,942

Beginning balance at Dec. 31, 2022

$ 144,162

$ 92

1,690,783

(15,940)

(1,300,789)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (Loss) Income

(8,671)

Convertible redeemable preferred stock dividends

^[1]

(3,825)

Restricted stock units distributed (in shares)

286,038

Exercise of Common Stock options (in shares)

3,000

Exercise of Common Stock options

Payments for taxes related to net share settlement of equity awards (in shares)

(34,452)

Payments for taxes related to net share settlement of equity awards

(48)

Amortization of stock-based compensation

879

Settlement of restricted stock unit liability

2,761

Foreign currency translation adjustment

1,517

Ending balance (in shares) at Mar. 31, 2023

92,359,528

Ending balance at Mar. 31, 2023

$ 136,778

$ 92

1,694,378

(14,423)

(1,313,285)

(229,984)

Beginning balance (in shares) at Dec. 31, 2022

82,527,609

Beginning balance at Dec. 31, 2022

$ 187,885

Ending balance (in shares) at Sep. 30, 2023

82,527,609

Ending balance at Sep. 30, 2023

$ 187,885

Beginning balance (in shares) at Dec. 31, 2022

92,104,942

Beginning balance at Dec. 31, 2022

$ 144,162

$ 92

1,690,783

(15,940)

(1,300,789)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (Loss) Income

(50,962)

Foreign currency translation adjustment

$ (869)

Ending balance (in shares) at Sep. 30, 2023

95,086,334

Ending balance at Sep. 30, 2023

$ 85,566

$ 95

1,695,998

(16,809)

(1,363,734)

(229,984)

Beginning balance (in shares) at Mar. 31, 2023

82,527,609

Beginning balance at Mar. 31, 2023

$ 187,885

Ending balance (in shares) at Jun. 30, 2023

82,527,609

Ending balance at Jun. 30, 2023

$ 187,885

Beginning balance (in shares) at Mar. 31, 2023

92,359,528

Beginning balance at Mar. 31, 2023

136,778

$ 92

1,694,378

(14,423)

(1,313,285)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (Loss) Income

(44,909)

Convertible redeemable preferred stock dividends

^[1]

(3,872)

Restricted stock units distributed (in shares)

2,735,991

Restricted stock units distributed

$ 3

Payments for taxes related to net share settlement of equity awards (in shares)

(9,185)

Payments for taxes related to net share settlement of equity awards

(12)

Amortization of stock-based compensation

915

Foreign currency translation adjustment

(119)

Ending balance (in shares) at Jun. 30, 2023

95,086,334

Ending balance at Jun. 30, 2023

$ 88,784

$ 95

1,695,281

(14,542)

(1,362,066)

(229,984)

Ending balance (in shares) at Sep. 30, 2023

82,527,609

Ending balance at Sep. 30, 2023

$ 187,885

Increase (Decrease) in Stockholders' Equity

Net (Loss) Income

2,618

Convertible redeemable preferred stock dividends

^[1]

(4,286)

Amortization of stock-based compensation

717

Foreign currency translation adjustment

$ (2,267)

(2,267)

Ending balance (in shares) at Sep. 30, 2023

95,086,334

Ending balance at Sep. 30, 2023

$ 85,566

$ 95

$ 1,695,998

$ (16,809)

$ (1,363,734)

$ (229,984)

[1]	Transactions for these line items were exclusively with related parties (refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity and Footnote 9, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information).

Goodwill

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

In the second quarter of 2023, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered the decline in the Company's stock price and market capitalization, among other factors. The Company performed quantitative testing on its reporting unit using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach. The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and

analysis. The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $44.1 million impairment charge for the nine months ended September 30, 2023.

In the third quarter of 2022, in conjunction with its annual test as of October 1, 2022, the Company performed a quantitative goodwill impairment test as of September 30, 2022. The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $46.3 million impairment charge for the three and nine months ended September 30, 2022.

The change in the carrying value of goodwill is as follows:


(In thousands)
Balance as of December 31, 2021	$	435,711
Translation adjustments	(1,438)
Impairment charge	(46,300)
Balance as of December 31, 2022	$	387,973
Translation adjustments	(331)
Impairment charge	(44,100)
Balance as of September 30, 2023	$	343,542

Debt	9 Months Ended
Debt	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	Debt Revolving Credit Agreement On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Revolving Credit Agreement") among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America N.A., as administrative agent (in such capacity, the "Agent"), and the lenders from time to time party thereto. The Revolving Credit Agreement had an original borrowing capacity equal to $25.0 million and bore interest on borrowings at a Eurodollar Rate (as defined in the Revolving Credit Agreement) that was based on LIBOR. The Company may also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $5.0 million, which reduces the amount of available borrowings by the amount of such issued and outstanding letters of credit. The facility has a maturity of three years from the closing date of the agreement. On February 25, 2022, the Company entered into an amendment (the "2022 Amendment") to the Revolving Credit Agreement to expand its aggregate borrowing capacity from $25.0 million to $40.0 million. The 2022 Amendment also replaced the Eurodollar Rate with a SOFR-based interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50%. Finally, the amendment modified certain financial covenants under the Revolving Credit Agreement. On February 24, 2023, the Company entered into an additional amendment (the "2023 Amendment") to the Revolving Credit Agreement. Among other things, the 2023 Amendment (i) increased the minimum Consolidated EBITDA and Consolidated Asset Coverage Ratio financial covenant requirements under the Revolving Credit Agreement, (ii) modified the measurement periods for certain financial covenants contained in the Revolving Credit Agreement, (iii) introduced a minimum liquidity covenant, and (iv) modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 3.50%. As modified, the Revolving Credit Agreement requires the Company to maintain: •minimum Consolidated EBITDA (as defined in the Revolving Credit Agreement) of not less than $22.0 million, $24.0 million, $32.0 million and $35.0 million for the most recently ended four fiscal quarter period, tested as of the last day of the fiscal quarters ending on March 31, June 30, September 30 and December 31, 2023, respectively; •a minimum Consolidated Asset Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 2.0 to 1.0, tested as of the last day of each calendar month through maturity of the Revolving Credit Agreement; •a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 1.25 to 1.0 for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or after March 31, 2024; and •minimum Liquidity (as defined in the Revolving Credit Agreement) of $28.0 million, tested as of the last business day of each calendar month through maturity of the Revolving Credit Agreement. The Revolving Credit Agreement contains restrictive covenants that limit the Company's ability to, among other things, incur additional indebtedness or liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets and engage in transactions with affiliates. The Revolving Credit Agreement is also subject to customary events of default, including a change in control. If an event of default occurs and is continuing, the Agent or the Required Lenders may accelerate any amounts outstanding and terminate lender commitments. The Company was in compliance with the covenants under the amended Revolving Credit Agreement as of September 30, 2023. The Revolving Credit Agreement is guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Revolving Credit Agreement)) and is secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions. As of September 30, 2023, the Company had outstanding borrowings of $16.0 million, and issued and outstanding letters of credit of $3.4 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $20.6 million. During the second quarter of 2023, the Company reclassified the outstanding borrowings to current liabilities from non-current liabilities as the facility matures in May 2024.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Accounts receivable allowances	$ 496	$ 798
Accounts receivable, net	46,469	68,457
Current liabilities:
Accounts payable	32,382	29,090
Accrued expenses	35,777	43,393
Current contract liabilities	50,901	52,944
Non-current portion of accrued data costs	$ 30,647	$ 25,106
Convertible redeemable preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible redeemable preferred stock, shares authorized (in shares)	100,000,000	82,527,609
Convertible redeemable preferred stock, shares issued (in shares)	82,527,609	82,527,609
Preferred stock owned, (in shares)	82,527,609	82,527,609
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	7,472,391
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	275,000,000	275,000,000
Common stock, shares issued (in shares)	101,851,130	98,869,738
Common stock, shares outstanding (in shares)	95,086,334	92,104,942
Treasury stock, at cost (in shares)	6,764,796	6,764,796
Related Party
Current assets:
Accounts receivable, net	$ 1,912	$ 1,034
Current liabilities:
Accounts payable	12,632	12,090
Accrued expenses	4,862	4,297
Current contract liabilities	2,075	1,341
Non-current portion of accrued data costs	20,154	15,471
Convertible redeemable preferred stock, aggregate liquidation preference	$ 223,846	$ 211,863

Summary of Significant Accounting Policies - Schedule of Other Income, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Change in fair value of warrants liability	$ 634	$ 1,476	$ 407	$ 8,471
Other	(6)	1	18	(4)
Total other income, net	$ 628	$ 1,477	$ 425	$ 8,467

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Disaggregation of Revenue

Total

^[1],[2]

$ 91,000

$ 92,783

$ 276,242

$ 278,183

Products and services transferred over time

Disaggregation of Revenue

Total

78,179

77,264

234,803

231,946

Products and services transferred at a point in time

Disaggregation of Revenue

Total

12,821

15,519

41,439

46,237

United States

Disaggregation of Revenue

Total

82,192

83,780

249,832

249,493

Europe

Disaggregation of Revenue

Total

4,617

4,497

13,845

14,179

Latin America

Disaggregation of Revenue

Total

1,745

1,839

5,170

5,765

Canada

Disaggregation of Revenue

Total

1,408

1,675

4,249

5,668

Other

Disaggregation of Revenue

Total

1,038

992

3,146

3,078

Digital Ad Solutions

Disaggregation of Revenue

Total

50,501

52,360

153,597

157,127

Cross Platform Solutions

Disaggregation of Revenue

Total

$ 40,499

$ 40,423

$ 122,645

$ 121,056

[1]

[2]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022			2023		2022
Revenues	$	2,856	$	3,527		$	8,802	$	12,125
Cost of revenues	7,178		7,938			22,251		23,379
Convertible redeemable preferred stock dividends	(4,286)		(3,910)			(11,983)		(11,603)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Mar. 31, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Operating activities:

Net (Loss) Income

$ 2,618

$ (8,671)

$ (52,382)

$ (9,276)

$ (50,962)

$ (66,708)

Adjustments to reconcile net loss to net cash provided by operating activities:

Impairment of goodwill

46,300

44,100

46,300

$ 46,300

Depreciation

14,613

12,542

Amortization of intangible assets

800

6,772

4,412

20,323

Non-cash operating lease expense

4,196

4,540

Stock-based compensation expense

3,819

7,214

Impairment of right-of-use and long-lived assets

1,502

Amortization expense of finance leases

1,268

1,875

Change in fair value of contingent consideration liability

252

2,447

Change in fair value of warrants liability

(634)

(1,476)

(407)

(8,471)

Deferred tax benefit

(61)

(90)

Other

1,295

1,456

Changes in operating assets and liabilities:

Accounts receivable

21,899

22,143

Prepaid expenses and other assets

132

(1,081)

Accounts payable, accrued expenses and other liabilities

(2,779)

3,159

Contract liabilities and customer advances

(7,013)

(3,448)

Operating lease liabilities

(5,981)

(5,665)

Net cash provided by operating activities

30,285

36,536

Investing activities:

Capitalized internal-use software costs

(16,609)

(12,402)

Purchases of property and equipment

(1,240)

(823)

Net cash used in investing activities

(17,849)

(13,225)

Financing activities:

Principal payments on finance leases

(1,337)

(2,004)

Contingent consideration payment at initial value

(1,037)

Payments for dividends on convertible redeemable preferred stock

^[1]

(15,512)

Other

(276)

(61)

Net cash used in financing activities

(2,650)

(17,577)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(2,502)

Net increase in cash, cash equivalents and restricted cash

9,811

3,232

Cash, cash equivalents and restricted cash at beginning of period

$ 20,442

$ 22,279

20,442

22,279

Cash, cash equivalents and restricted cash at end of period

30,253

25,511

30,253

25,511

20,442

Cash and cash equivalents

30,067

25,086

30,067

25,086

20,044

Restricted cash

186

425

186

425

398

Total cash, cash equivalents and restricted cash

$ 30,253

$ 25,511

30,253

25,511

$ 20,442

Supplemental disclosures of non-cash investing and financing activities:

Convertible redeemable preferred stock dividends accrued but not yet paid (related parties)

11,983

3,953

Right-of-use assets obtained in exchange for finance lease liabilities

3,048

1,106

Settlement of restricted stock unit liability

2,761

1,719

Right-of-use assets obtained in exchange for operating lease liabilities

1,211

847

Change in accounts payable and accrued expenses related to capital expenditures

$ 1,170

$ 810

[1]	(1) Transactions for this line item were exclusively with related parties (refer to Footnote 9, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information).

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Transactions with WPP

As of September 30, 2023 (based on public filings), WPP plc and its affiliates ("WPP") owned 11,319,363 shares of the Company's outstanding Common Stock, representing 11.9% of the outstanding Common Stock. The Company provides WPP, in the normal course of business, services amongst its different product lines and receives various services from WPP supporting the Company's data collection efforts.

The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2023		2022		2023		2022
Revenues	$	2,048	$	2,782	$	6,472	$	9,492
Cost of revenues	2,199		2,417		7,322		6,791

The Company has the following balances related to transactions with WPP, as reflected in the Condensed Consolidated Balance Sheets:


	As of		As of
(In thousands)	September 30, 2023		December 31, 2022
Assets
Accounts receivable, net	$	1,695	$	825
Liabilities
Accounts payable	$	1,494	$	2,398
Accrued expenses	519		1,108
Contract liabilities	1,780		1,132

Transactions with Charter, Qurate, Liberty and Pine

Through May 15, 2023, Charter, Qurate, and Pine each held 33.3% of the outstanding shares of Preferred Stock. On May 16, 2023, Qurate sold its Preferred Stock to Liberty, and as of September 30, 2023, Charter, Liberty and Pine each hold 33.3% of the outstanding shares of Preferred Stock. Charter, Liberty and Pine are entitled to convert the Preferred Stock into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations. As of September 30, 2023 (based on public filings), Pine also owned 2,193,088 shares of the Company's outstanding Common Stock, representing 2.3% of the outstanding Common Stock. In addition, Charter, Liberty and Pine each designated two members of the Company's Board in accordance with the Stockholders Agreement.

At the Annual Meeting on June 15, 2023, the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof. On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date. The deferred dividends will accrue at a rate of 9.5% per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023 subject to certain conditions.

As of September 30, 2023, Charter, Liberty and Pine each owned 27,509,203 shares of Preferred Stock. As of September 30, 2023, total accrued dividends to the holders of Preferred Stock were $19.8 million.

As of December 31, 2022, Charter, Qurate and Pine each owned 27,509,203 shares of Preferred Stock. Accrued dividends to the holders of Preferred Stock as of December 31, 2022 were $7.9 million.

Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter. Under the DLA, Charter Operating will bill the Company for license fees according to a payment schedule that gradually increases from $10.0 million in the first year of the term to $32.3 million in the tenth year of the term. The Company recognizes expense for the license fees ratably over the term. On November 6, 2022, the Company and Charter Operating entered into an amendment to the DLA, pursuant to which the Company will receive license fee credits totaling $7.0 million. In June 2023, the Company exchanged correspondence with counsel to Charter Operating regarding Charter Operating's compliance with certain terms of the DLA. In response, Charter Operating denied the Company's concerns and notified the Company of alleged breaches of the DLA by the Company. If either party were to terminate the DLA, all amounts then due to Charter Operating would be immediately due and payable, and Charter Operating could seek liquidated damages as set forth in the DLA. To date, however, neither party has indicated that it intends to terminate the DLA, and the parties are discussing a resolution to the matter.

The Company's results from transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), are detailed below:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2023		2022		2023		2022
Revenues	$	501	$	501	$	1,500	$	1,773
Cost of revenues	4,979		5,521		14,929		16,588

The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Balance Sheet:


	As of		As of
(In thousands)	September 30, 2023		December 31, 2022
Accounts payable	$	11,138	$	9,693
Accrued expenses	4,343		3,189
Non-current portion of accrued data costs	20,154		15,471

In the third quarter of 2023, the Company entered into a finance lease with a third-party vendor that is not a related party. In conjunction with this transaction, the third-party vendor purchased equipment for $2.5 million from a Pine affiliate (related party). The Company had no additional transactions with Pine for the three and nine months ended September 30, 2023 and 2022.

The Company recognized revenues of $0.2 million during the three months ended September 30, 2023 and 2022, and $0.6 million during the nine months ended September 30, 2023 and 2022, from transactions with Qurate and its affiliates in the normal course of business as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company had no transactions with Liberty for the three and nine months ended September 30, 2023 and 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Summary of Significant Accounting Policies - Schedule of Securities Excluded From Earnings Per Share Calculations (Details) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
	Sep. 29, 2023 USD ($) $ / shares	Sep. 30, 2023 shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($) trading_day shares	Sep. 30, 2022 USD ($) $ / shares shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Preferred stock (in shares)		88,821,995	82,544,802	85,708,361	85,708,361
Warrants (in shares)		5,457,026	5,457,026	5,457,026	5,457,026
Stock options and restricted stock units (in shares)		5,816,833	5,244,552	5,926,755	4,899,973
Contingent consideration (in shares)		8,026,230	5,212,121	8,026,230	5,212,121
Total (in shares)		108,122,084	98,458,501	105,118,372	101,277,481
Weighted average trading days \| trading_day				10
Contingent consideration liability \| $	$ 4.9		$ 8.6		$ 8.6
Closing price (in dollars per share) \| $ / shares	$ 0.61				$ 1.65
First Installment
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Payment for contingent consideration liability \| $				$ 3.7

Revenue Recognition - Schedule of Contract Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 46,469	$ 68,457
Current and non-current contract assets	7,669	6,736
Current contract liabilities	50,901	52,944
Current customer advances	7,595	11,527
Non-current contract liabilities	$ 93	$ 887

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Nov. 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-33520
Entity Registrant Name	COMSCORE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	54-1955550
Entity Address, Address Line One	11950 Democracy Drive, Suite 600
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	703
Local Phone Number	438-2000
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SCOR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		95,103,114
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001158172
Current Fiscal Year End Date	--12-31

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

The Company's financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets on a recurring basis consist of the following:


	As of								As of
	September 30, 2023								December 31, 2022
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Money market funds (1)	$	110	$	—	$	—	$	110	$	2,455	$	—	$	—	$	2,455

Liabilities
Contingent consideration liability (2)	$	—	$	4,747	$	—	$	4,747	$	—	$	8,158	$	—	$	8,158
Warrants liability (3)	—		—		311		311		—		—		718		718
Total liabilities	$	—	$	4,747	$	311	$	5,058	$	—	$	8,158	$	718	$	8,876

(1) Level 1 cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $1.00 per share by investing in liquid, high quality U.S. dollar-denominated money market instruments with maturities less than three months.

(2) The fair value of this liability as of September 30, 2023 and December 31, 2022 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date. The non-current portion of the contingent consideration liability is classified within non-current liabilities on the Condensed Consolidated Balance Sheets. The current portion of the contingent consideration liability was $3.7 million and $7.1 million as of September 30, 2023 and December 31, 2022, respectively. The non-current portion of the contingent consideration liability was $1.1 million and $1.0 million as of September 30, 2023 and December 31, 2022, respectively.

(3) The fair value of this liability is derived from a technique which utilizes inputs, certain of which are significant and unobservable, that result in classification as a Level 3 fair value measurement. Warrants liability includes only the Series A warrants as of September 30, 2023 and December 31, 2022. Warrants liability is classified within other current liabilities on the Condensed Consolidated Balance Sheets.

Schedule of Changes in Level 3 Fair Valued Instruments

The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the nine months ended September 30, 2023 and 2022, respectively:


(In thousands)	Warrants Liability
Balance as of December 31, 2022	$	718
Total gain recognized due to remeasurement (1)	(407)
Balance as of September 30, 2023	$	311

(1) The gain on remeasurement of the warrants liability was recorded in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).


(In thousands)	Contingent Consideration Liability		Warrants Liability
Balance as of December 31, 2021	$	5,600	$	10,520
Total loss (gain) recognized due to remeasurement (1)	2,348		(8,471)
Transfer to Level 2 (2)	(7,948)		—
Balance as of September 30, 2022	$	—	$	2,049

(1) The loss due to remeasurement of the contingent consideration liability was recorded in general and administrative expense, and the gain on remeasurement of the warrants liability was recorded in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(2) The contingent consideration liability was transferred from Level 3 to Level 2 at the beginning of the second quarter of 2022 due to the resolution of the contingency regarding the amount of consideration payable.

Schedule of Valuation Techniques and Significant Unobservable Inputs for Level 3 Liabilities

The following table displays the valuation technique and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities that existed as of September 30, 2023 and December 31, 2022 that are measured at fair value on a recurring basis:

Fair Value Measurements

Significant Valuation Technique

Significant Valuation Inputs

September 30, 2023

December 31, 2022

Warrants liability

Option pricing

Stock price

$0.61

$1.16

Exercise price

$1.01

$2.47

Volatility

70.0%

65.0%

Term

0.74 years

1.49 years

Risk-free rate

5.5%

4.6%

Goodwill - Schedule of Carrying Value of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill [Roll Forward]
Beginning balance			$ 387,973	$ 435,711	$ 435,711
Translation adjustments			(331)		(1,438)
Impairment charge	$ 0	$ (46,300)	(44,100)	$ (46,300)	(46,300)
Ending balance	$ 343,542		$ 343,542		$ 387,973

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Organizational Restructuring

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Organizational Restructuring

Organizational RestructuringOn September 29, 2022, the Company communicated a workforce reduction as part of its broader efforts to improve cost efficiency and better align its operating structure and resources with strategic priorities (collectively, the "Restructuring Plan"). In addition to employee terminations, the Restructuring Plan is expected to include the reallocation of commercial and product development resources; reinvestment in and modernization of key technology platforms; consolidation of data storage and processing activities to reduce the Company's data center footprint; and reduction of other operating expenses, including software and facility costs. The Company may also determine to exit certain activities in certain geographic regions in order to more effectively align resources with business priorities. In connection with the Restructuring Plan, which was authorized by the Board on September 19, 2022, the Company will incur certain exit-related costs. These costs are estimated to range between $10 million and $15 million. The Company expects implementation of the Restructuring Plan, including cash payments, to be substantially complete in the fourth quarter of 2023.

The table below summarizes the activity and balance of the restructuring liability as of September 30, 2023 and December 31, 2022, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets, and the changes in the accrued amounts for the nine months ended September 30, 2023:


(In thousands)	Severance and Related Costs		Other		Total Restructuring
Balance as of December 31, 2022	$	1,288	$	—	$	1,288
Restructuring expense	4,831		624		5,455
Payments	(4,160)		(624)		(4,784)
Foreign exchange	(25)		—		(25)
Balance as of September 30, 2023	$	1,934	$	—	$	1,934

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.
Reclassification	Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, accrued dividends have been separated from other current liabilities, and warrants liability has been aggregated within other current liabilities on the Condensed Consolidated Balance Sheets.
Unaudited Interim Financial Information	The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.
Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, and the valuation of options, performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.
Goodwill	The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the respective carrying amount, including goodwill. If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required. The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment charge. The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macroeconomic conditions.
Preferred Stock	The issuance of the Preferred Stock pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021. On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction. The Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of September 30, 2023 because a deemed liquidation event is not considered probable. The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of September 30, 2023, the probability of a change of control was determined to be remote and the fair value of the change of control derivative was determined to be negligible.
Warrants Liability	In June 2019, the Company issued warrants to CVI Investments, Inc. ("CVI") in connection with the private placement described in Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity. The warrants were determined to be freestanding financial instruments that qualify for liability treatment as a result of net cash settlement features associated with a cap on the issuance of shares, under certain circumstances, or upon a change of control. Changes in the fair value of these instruments are recorded in other income, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The fair value of each warrant is estimated utilizing an option pricing model. Significant valuation inputs include the exercise price, price and expected volatility of the Company's Common Stock, risk-free rate, and the remaining term of the warrants. As of September 30, 2023, the probability of a change of control was determined to be remote and did not require an enhancement to the valuation technique.
Other Income, Net	Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations.
Loss Per Share	The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed. Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, warrants, stock options and restricted stock units, and contingent consideration liability to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share.
Income Taxes	A significant portion of the Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company has concluded that an ownership change occurred in 2021 as a result of the Transactions which has triggered further limitations on the use of its net operating loss carryforwards. The limitation calculations are currently being finalized by the Company and are expected to cause a significant portion of the Company's net operating loss carryforwards to expire prior to use. Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax assets related to these limited U.S. federal and state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures.
Fair Value Measurements	The primary sensitivities in the valuation of the warrants liability are driven by the exercise price, the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term.

Revenue Recognition - Narrative (Details)	9 Months Ended
Revenue Recognition - Narrative (Details)	Sep. 30, 2023 segment
Revenue from Contract with Customer [Abstract]
Number of reportable segments	1

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Related Party Transactions

The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2023		2022		2023		2022
Revenues	$	2,048	$	2,782	$	6,472	$	9,492
Cost of revenues	2,199		2,417		7,322		6,791

The Company has the following balances related to transactions with WPP, as reflected in the Condensed Consolidated Balance Sheets:


	As of		As of
(In thousands)	September 30, 2023		December 31, 2022
Assets
Accounts receivable, net	$	1,695	$	825
Liabilities
Accounts payable	$	1,494	$	2,398
Accrued expenses	519		1,108
Contract liabilities	1,780		1,132

The Company's results from transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), are detailed below:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2023		2022		2023		2022
Revenues	$	501	$	501	$	1,500	$	1,773
Cost of revenues	4,979		5,521		14,929		16,588

The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Balance Sheet:


	As of		As of
(In thousands)	September 30, 2023		December 31, 2022
Accounts payable	$	11,138	$	9,693
Accrued expenses	4,343		3,189
Non-current portion of accrued data costs	20,154		15,471

Organizational Restructuring (Tables)

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Accrued Restructuring Expenses and Changes in Accrued Amounts


(In thousands)	Severance and Related Costs		Other		Total Restructuring
Balance as of December 31, 2022	$	1,288	$	—	$	1,288
Restructuring expense	4,831		624		5,455
Payments	(4,160)		(624)		(4,784)
Foreign exchange	(25)		—		(25)
Balance as of September 30, 2023	$	1,934	$	—	$	1,934

Accrued Expenses

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

Accrued Expenses


	As of		As of
(In thousands)	September 30, 2023		December 31, 2022
Accrued data costs	$	17,419	$	18,515
Payroll and payroll-related	10,762		15,118
Professional fees	1,901		2,410
Restructuring accrual	1,934		1,288
Other	3,761		6,062
Total accrued expenses	$	35,777	$	43,393

Organization	9 Months Ended
Organization	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures audiences, consumer behavior and advertising across media platforms. Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM"). The Company's CODM is its Chief Executive Officer ("CEO"), who decides how to allocate resources and assess performance. The Company has one operating segment. A single management team reports to the CODM, who manages the entire business. The Company's CODM reviews consolidated results of operations to make decisions, allocate resources and assess performance and does not evaluate the profit or loss from any separate geography or product line.

Commitments and Contingencies - Schedule of Contractual Obligation (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023 (remaining)	$ 9,995
2024	29,966
2025	29,756
2026	37,006
2027	37,506
Thereafter	137,699
Total	$ 281,928

Fair Value Measurements - Schedule of Valuation Techniques and Significant Unobservable Inputs for Level 3 Liabilities (Details) - Level 3 - Warrants Liability - Option Pricing Model	Sep. 30, 2023 $ / shares yr	Dec. 31, 2022 $ / shares yr
Stock price
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	0.61	1.16
Exercise price
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	1.01	2.47
Volatility
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	0.700	0.650
Term
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input \| yr	0.74	1.49
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	0.055	0.046

Debt (Details)	Feb. 24, 2023 USD ($)	Feb. 25, 2022 USD ($)	May 05, 2021 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Schedule of Capitalization, Long-term Debt
Revolving line of credit				$ 16,000,000	$ 0
Line of credit
Schedule of Capitalization, Long-term Debt
Letters of credit outstanding				3,400,000
Revolving credit facility
Schedule of Capitalization, Long-term Debt
Revolving line of credit				16,000,000
Revolving credit facility \| Line of credit
Schedule of Capitalization, Long-term Debt
Maximum borrowing capacity		$ 40,000,000	$ 25,000,000
Maturity period (in years)			3 years
Minimum liquidity requirement	$ 28,000,000
Remaining borrowing capacity				$ 20,600,000
Revolving credit facility \| Line of credit \| Fiscal quarter period ending March 31
Schedule of Capitalization, Long-term Debt
Minimum consolidated EBITDA	22,000,000
Revolving credit facility \| Line of credit \| Fiscal quarter period ending June 30
Schedule of Capitalization, Long-term Debt
Minimum consolidated EBITDA	24,000,000
Revolving credit facility \| Line of credit \| Fiscal quarter period ending September 30
Schedule of Capitalization, Long-term Debt
Minimum consolidated EBITDA	32,000,000
Revolving credit facility \| Line of credit \| Fiscal quarter period ending December 31
Schedule of Capitalization, Long-term Debt
Minimum consolidated EBITDA	$ 35,000,000
Revolving credit facility \| Line of credit \| Minimum
Schedule of Capitalization, Long-term Debt
Consolidated asset coverage ratio	2.0
Fixed charge coverage ratio	1.25
Revolving credit facility \| Line of credit \| Secured Overnight Financing Rate (SOFR)
Schedule of Capitalization, Long-term Debt
Applicable rate	3.50%	2.50%
Letter of credit \| Line of credit
Schedule of Capitalization, Long-term Debt
Maximum borrowing capacity			$ 5,000,000

Organizational Restructuring - Narrative (Details) $ in Millions	Sep. 19, 2022 USD ($)
Minimum
Restructuring Cost and Reserve [Line Items]
Estimated cost remaining	$ 10
Maximum
Restructuring Cost and Reserve [Line Items]
Estimated cost remaining	$ 15

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Organizational Restructuring - Accrued Restructuring Expenses and Changes in Accrued Amounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Reserve [Roll Forward]
Restructuring expense beginning balance			$ 1,288
Restructuring expense	$ 353	$ 5,784	5,455	$ 5,784
Payments			(4,784)
Foreign exchange			(25)
Restructuring expense ending balance	1,934		1,934
Severance and Related Costs
Restructuring Reserve [Roll Forward]
Restructuring expense beginning balance			1,288
Restructuring expense			4,831
Payments			(4,160)
Foreign exchange			(25)
Restructuring expense ending balance	1,934		1,934
Other
Restructuring Reserve [Roll Forward]
Restructuring expense beginning balance			0
Restructuring expense			624
Payments			(624)
Foreign exchange			0
Restructuring expense ending balance	$ 0		$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 30,067	$ 20,044
Restricted cash	186	398
Accounts receivable, net of allowances of $496 and $798, respectively ($1,912 and $1,034 of accounts receivable attributable to related parties, respectively)	46,469	68,457
Prepaid expenses and other current assets	13,893	15,922
Total current assets	90,615	104,821
Property and equipment, net	41,401	36,367
Operating right-of-use assets	19,750	23,864
Deferred tax assets	3,075	3,351
Intangible assets, net	8,915	13,327
Goodwill	343,542	387,973
Other non-current assets	11,541	10,883
Total assets	518,839	580,586
Current liabilities:
Accounts payable ($12,632 and $12,090 attributable to related parties, respectively)	32,382	29,090
Accrued expenses ($4,862 and $4,297 attributable to related parties, respectively)	35,777	43,393
Contract liabilities ($2,075 and $1,341 attributable to related parties, respectively)	50,901	52,944
Revolving line of credit	16,000	0
Accrued dividends (related parties)	19,846	7,863
Customer advances	7,595	11,527
Current portion of contingent consideration	3,676	7,134
Current operating lease liabilities	7,954	7,639
Other Liabilities, Current	4,742	5,501
Total current liabilities	178,873	165,091
Non-current operating lease liabilities	24,903	29,588
Non-current portion of accrued data costs ($20,154 and $15,471 attributable to related parties, respectively)	30,647	25,106
Non-current revolving line of credit	0	16,000
Deferred tax liabilities	1,832	2,127
Other Liabilities, Noncurrent	9,133	10,627
Total liabilities	245,388	248,539
Commitments and contingencies
Convertible redeemable preferred stock, $0.001 par value; 100,000,000 shares authorized and 82,527,609 shares issued and outstanding as of September 30, 2023 and 82,527,609 shares authorized, issued and outstanding as of December 31, 2022; aggregate liquidation preference of $223,846 as of September 30, 2023, and $211,863 as of December 31, 2022 (related parties)	187,885	187,885
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of September 30, 2023 and 7,472,391 shares authorized as of December 31, 2022; no shares issued or outstanding as of September 30, 2023 or December 31, 2022	0	0
Common stock, $0.001 par value; 275,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 101,851,130 shares issued and 95,086,334 shares outstanding as of September 30, 2023, and 98,869,738 shares issued and 92,104,942 shares outstanding as of December 31, 2022	95	92
Additional paid-in capital	1,695,998	1,690,783
Accumulated other comprehensive loss	(16,809)	(15,940)
Accumulated deficit	(1,363,734)	(1,300,789)
Treasury stock, at cost, 6,764,796 shares as of September 30, 2023 and December 31, 2022	(229,984)	(229,984)
Total stockholders' equity	85,566	144,162
Total liabilities, convertible redeemable preferred stock and stockholders' equity	$ 518,839	$ 580,586

Fair Value Measurements - Schedule of Changes in Level 3 Fair Valued Instruments (Details) - Level 3 - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Warrants Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 718	$ 10,520
Total loss (gain) recognized due to remeasurement	(407)	(8,471)
Transfer to Level 2		0
Ending balance	$ 311	2,049
Contingent Consideration Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		5,600
Total loss (gain) recognized due to remeasurement		2,348
Transfer to Level 2		(7,948)
Ending balance		$ 0

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2023		2022		2023		2022
By solution group:
Digital Ad Solutions	$	50,501	$	52,360	$	153,597	$	157,127
Cross Platform Solutions	40,499		40,423		122,645		121,056
Total	$	91,000	$	92,783	$	276,242	$	278,183
By geographical market:
United States	$	82,192	$	83,780	$	249,832	$	249,493
Europe	4,617		4,497		13,845		14,179
Latin America	1,745		1,839		5,170		5,765
Canada	1,408		1,675		4,249		5,668
Other	1,038		992		3,146		3,078
Total	$	91,000	$	92,783	$	276,242	$	278,183
By timing of revenue recognition:
Products and services transferred over time	$	78,179	$	77,264	$	234,803	$	231,946
Products and services transferred at a point in time	12,821		15,519		41,439		46,237
Total	$	91,000	$	92,783	$	276,242	$	278,183

Schedule of Contract Balances

The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers:


	As of		As of
(In thousands)	September 30, 2023		December 31, 2022
Accounts receivable, net	$	46,469	$	68,457
Current and non-current contract assets	7,669		6,736
Current contract liabilities	50,901		52,944
Current customer advances	7,595		11,527
Non-current contract liabilities	93		887

Significant changes in the current contract liabilities balance are as follows:


	Nine Months Ended September 30,
(In thousands)	2023		2022
Revenue recognized that was included in the opening contract liabilities balance	$	(46,883)	$	(47,662)
Cash received or amounts billed in advance and not recognized as revenue	43,651		46,969

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Revenues

^[1],[2]

$ 91,000

$ 92,783

$ 276,242

$ 278,183

Cost of revenues

^{[1],[2],[3],[4]}

50,473

51,530

155,360

155,915

Convertible redeemable preferred stock dividends

^[1],[2]

(4,286)

(3,910)

(11,983)

(11,603)

Total stock-based compensation expense

1,041

1,416

3,819

7,214

Cost of revenues

Total stock-based compensation expense

113

155

435

877

Selling and marketing

Total stock-based compensation expense

132

411

804

Research and development

Total stock-based compensation expense

116

333

627

General and administrative

Total stock-based compensation expense

747

1,013

2,640

4,906

Related Party

Revenues

2,856

3,527

8,802

12,125

Convertible redeemable preferred stock dividends

(4,286)

(3,910)

(11,983)

(11,603)

Related Party | Cost of revenues

Cost of revenues

$ 7,178

$ 7,938

$ 22,251

$ 23,379

[1]

[2]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022			2023		2022
Revenues	$	2,856	$	3,527		$	8,802	$	12,125
Cost of revenues	7,178		7,938			22,251		23,379
Convertible redeemable preferred stock dividends	(4,286)		(3,910)			(11,983)		(11,603)

[3]

(2) Excludes amortization of intangible assets, which is presented as a separate line item.

[4]


(3) Stock-based compensation expense is included in the line items above as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenues	$	113	$	155	$	435	$	877
Selling and marketing	96		132		411		804
Research and development	85		116		333		627
General and administrative	747		1,013		2,640		4,906
Total stock-based compensation expense	$	1,041	$	1,416	$	3,819	$	7,214

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Other Income, Net

The following is a summary of the components of other income, net:


	Three Months Ended September 30,			Nine Months Ended September 30,
(In thousands)		2023		2022		2023		2022
Change in fair value of warrants liability		$	634	$	1,476	$	407	$	8,471
Other		(6)		1		18		(4)
Total other income, net		$	628	$	1,477	$	425	$	8,467

Schedule of Common Stock Equivalents for Securities Outstanding Excluded from Earnings Per Share Calculations


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Preferred stock (1)	88,821,995	82,544,802	85,708,361	85,708,361
Warrants	5,457,026	5,457,026	5,457,026	5,457,026
Stock options and restricted stock units	5,816,833	5,244,552	5,926,755	4,899,973
Contingent consideration (2)	8,026,230	5,212,121	8,026,230	5,212,121
Total	108,122,084	98,458,501	105,118,372	101,277,481

Commitments and Contingencies - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Set-top Box
Loss Contingencies [Line Items]
Purchase obligation	$ 279.5
Purchase obligation, to be paid in 2023	1.9
Smart Television Data
Loss Contingencies [Line Items]
Purchase obligation	$ 2.5
Minimum
Loss Contingencies [Line Items]
Purchase commitment term (in years)	1 year
Maximum
Loss Contingencies [Line Items]
Purchase commitment term (in years)	8 years

Goodwill (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Carrying Value of Goodwill

The change in the carrying value of goodwill is as follows:


(In thousands)
Balance as of December 31, 2021	$	435,711
Translation adjustments	(1,438)
Impairment charge	(46,300)
Balance as of December 31, 2022	$	387,973
Translation adjustments	(331)
Impairment charge	(44,100)
Balance as of September 30, 2023	$	343,542

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	May 16, 2023 shares	Sep. 30, 2023 USD ($) office_space $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) reporting_unit $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Jan. 31, 2021 $ / shares
Subsidiary, Sale of Stock [Line Items]
Number of reporting units \| reporting_unit				1
Impairment of goodwill		$ 0	$ 46,300	$ 44,100	$ 46,300	$ 46,300
Operating lease, number of office spaces abandoned \| office_space		2
Impairment of right-of-use assets		$ 1,500		$ 1,500
Convertible redeemable preferred stock, par value (in dollars per share) \| $ / shares		$ 0.001		$ 0.001		$ 0.001	$ 0.001
Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Sale of stock (in shares) \| shares	27,509,203

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments

The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with multichannel video programming distributors ("MVPDs") and other providers for set-top box and connected (Smart) television data. These agreements have remaining terms of less than one year to eight years. As of September 30, 2023, the total fixed payment obligations related to set-top box and connected television data agreements are $279.5 million and $2.5 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of September 30, 2023:


	(In thousands)
2023 (remaining)	$	9,995
2024	29,966
2025	29,756
2026	37,006
2027	37,506
Thereafter	137,699
Total	$	281,928

In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $1.9 million by the end of 2023.

Contingencies

The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees related to contingencies are expensed as incurred. The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period.

Vendor Contract Dispute

In April 2023, the Company received correspondence from counsel to a TV data provider disputing the manner in which payments by the Company to the data provider were calculated under a 2018 data license agreement between the parties. Subsequent to September 30, 2023, the Company and the data provider entered into a new data license agreement, and the Company considers this matter resolved.

Other Matters

The Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors.

Indemnification

The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its directors and officers, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by

reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification.

Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations.

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contractual Obligation

The information set forth below summarizes the contractual obligations, by year, as of September 30, 2023:


	(In thousands)
2023 (remaining)	$	9,995
2024	29,966
2025	29,756
2026	37,006
2027	37,506
Thereafter	137,699
Total	$	281,928

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Accrued data costs	$ 17,419	$ 18,515
Payroll and payroll-related	10,762	15,118
Professional fees	1,901	2,410
Restructuring accrual	1,934	1,288
Other	3,761	6,062
Total accrued expenses	$ 35,777	$ 43,393

Organization (Details)	9 Months Ended
Organization (Details)	Sep. 30, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	1

Revenue Recognition - Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Millions	Sep. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation	$ 210
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, percentage	15.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, percentage	45.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, percentage	22.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, expected timing of satisfaction, period

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Impairment of goodwill	$ 0	$ 46,300	$ 44,100	$ 46,300	$ 46,300

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expenses


	As of		As of
(In thousands)	September 30, 2023		December 31, 2022
Accrued data costs	$	17,419	$	18,515
Payroll and payroll-related	10,762		15,118
Professional fees	1,901		2,410
Restructuring accrual	1,934		1,288
Other	3,761		6,062
Total accrued expenses	$	35,777	$	43,393

Related Party Transactions - Narrative (Details)

3 Months Ended

9 Months Ended

Jun. 15, 2023

Nov. 06, 2022

USD ($)

Mar. 10, 2021

USD ($)

Sep. 30, 2023

USD ($)

Sep. 30, 2022

USD ($)

Sep. 30, 2023

USD ($)

Sep. 30, 2022

USD ($)

Jun. 30, 2023

May 15, 2023

Mar. 31, 2023

Dec. 31, 2022

USD ($)

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

Related Party Transaction

Common stock, shares outstanding (in shares) | shares

95,086,334

92,104,942

Deferred dividend rate (percent)

0.095

Preferred stock, shares outstanding (in shares) | shares

82,527,609

Accrued dividends

$ 19,800,000

$ 7,900,000

Revenues

^[1],[2]

91,000,000

$ 92,783,000

276,242,000

$ 278,183,000

Related Party

Related Party Transaction

Accrued dividends

19,800,000

Revenues

$ 2,856,000

3,527,000

$ 8,802,000

12,125,000

WPP | Related Party

Related Party Transaction

Common stock, shares outstanding (in shares) | shares

11,319,363

Common stock, percentage of shares outstanding owned

11.90%

Revenues

$ 2,048,000

2,782,000

$ 6,472,000

9,492,000

Pine | Related Party

Related Party Transaction

Common stock, shares outstanding (in shares) | shares

2,193,088

Common stock, percentage of shares outstanding owned

2.30%

Preferred stock, percentage of shares outstanding owned

33.30%

Preferred stock, shares outstanding (in shares) | shares

27,509,203

Purchase of equipment

$ 2,500,000

Liberty | Related Party

Related Party Transaction

Preferred stock, percentage of shares outstanding owned

33.30%

Preferred stock, shares outstanding (in shares) | shares

27,509,203

Related party, transaction amount

$ 0

Qurate | Related Party

Related Party Transaction

Preferred stock, percentage of shares outstanding owned

33.30%

Preferred stock, shares outstanding (in shares) | shares

27,509,203

Revenues

$ 200,000

200,000

$ 600,000

600,000

Charter | Related Party

Related Party Transaction

Preferred stock, percentage of shares outstanding owned

33.30%

Preferred stock, shares outstanding (in shares) | shares

27,509,203

Revenues

$ 501,000

$ 1,500,000

$ 1,773,000

Charter Operating | License fees in first year of term

Related Party Transaction

Related party, transaction amount

$ 10,000,000

Charter Operating | License fees in tenth year of term

Related Party Transaction

Related party, transaction amount

$ 32,300,000

Charter Operating | License fee credits

Related Party Transaction

Related party, transaction amount

$ 7,000,000

Charter Operating | Related Party

Related Party Transaction

Purchase commitment term (in years)

10 years

[1]

[2]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022			2023		2022
Revenues	$	2,856	$	3,527		$	8,802	$	12,125
Cost of revenues	7,178		7,938			22,251		23,379
Convertible redeemable preferred stock dividends	(4,286)		(3,910)			(11,983)		(11,603)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Income Statement [Abstract]

Revenues

^[1],[2]

$ 91,000

$ 92,783

$ 276,242

$ 278,183

Cost of revenues

^{[1],[2],[3],[4]}

50,473

51,530

155,360

155,915

Selling and marketing

^[3],[4]

14,794

17,199

48,984

51,850

Research and development

^[3],[4]

8,083

8,741

25,792

28,190

General and administrative

^[3],[4]

12,928

12,899

39,776

48,119

Amortization of intangible assets

800

6,772

4,412

20,323

Impairment of right-of-use and long-lived assets

1,502

Restructuring

353

5,784

5,455

5,784

Impairment of goodwill

46,300

44,100

46,300

Total expenses from operations

88,933

149,225

325,381

356,481

Income (loss) from operations

2,067

(56,442)

(49,139)

(78,298)

Other income, net

628

1,477

425

8,467

Gain (loss) from foreign currency transactions

1,090

2,781

(544)

5,728

Interest expense, net

(426)

(284)

(1,141)

(660)

Income (loss) before income taxes

3,359

(52,468)

(50,399)

(64,763)

Income tax (provision) benefit

(741)

(563)

(1,945)

Net income (loss)

2,618

(52,382)

(50,962)

(66,708)

Net loss available to common stockholders:

Net income (loss)

2,618

(52,382)

(50,962)

(66,708)

Convertible redeemable preferred stock dividends

^[1],[2]

(4,286)

(3,910)

(11,983)

(11,603)

Total net loss available to common stockholders, basic

(1,668)

(56,292)

(62,945)

(78,311)

Total net loss available to common stockholders, diluted

$ (1,668)

$ (56,292)

$ (62,945)

$ (78,311)

Net loss per common share:

Basic (in dollars per share)

$ (0.02)

$ (0.60)

$ (0.66)

$ (0.85)

Diluted (in dollars per share)

$ (0.02)

$ (0.60)

$ (0.66)

$ (0.85)

Weighted-average number of shares used in per share calculation - Common Stock:

Basic (in shares)

97,709,191

93,347,017

95,704,106

92,380,984

Diluted (in shares)

97,709,191

93,347,017

95,704,106

92,380,984

Comprehensive income (loss):

Net income (loss)

$ 2,618

$ (52,382)

$ (50,962)

$ (66,708)

Other comprehensive loss:

Foreign currency cumulative translation adjustment

(2,267)

(4,553)

(869)

(9,638)

Total comprehensive income (loss)

$ 351

$ (56,935)

$ (51,831)

$ (76,346)

[1]

[2]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022			2023		2022
Revenues	$	2,856	$	3,527		$	8,802	$	12,125
Cost of revenues	7,178		7,938			22,251		23,379
Convertible redeemable preferred stock dividends	(4,286)		(3,910)			(11,983)		(11,603)

[3]

(2) Excludes amortization of intangible assets, which is presented as a separate line item.

[4]


(3) Stock-based compensation expense is included in the line items above as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenues	$	113	$	155	$	435	$	877
Selling and marketing	96		132		411		804
Research and development	85		116		333		627
General and administrative	747		1,013		2,640		4,906
Total stock-based compensation expense	$	1,041	$	1,416	$	3,819	$	7,214

Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2023	Sep. 29, 2023	Dec. 31, 2022	Sep. 30, 2022
Liabilities
Contingent consideration liability		$ 4,900		$ 8,600
Contingent consideration, current	$ 3,700		$ 7,100
Contingent consideration, noncurrent	1,100		1,000
Warrants liability
Liabilities
Warrants liability	300
Recurring
Liabilities
Contingent consideration liability	4,747		8,158
Total liabilities	5,058		8,876
Recurring \| Warrants liability
Liabilities
Warrants liability	311		718
Level 1 \| Recurring
Liabilities
Contingent consideration liability	0		0
Total liabilities	0		0
Level 1 \| Recurring \| Warrants liability
Liabilities
Warrants liability	0		0
Level 2 \| Recurring
Liabilities
Contingent consideration liability	4,747		8,158
Total liabilities	4,747		8,158
Level 2 \| Recurring \| Warrants liability
Liabilities
Warrants liability	0		0
Level 3 \| Recurring
Liabilities
Contingent consideration liability	0		0
Total liabilities	311		718
Level 3 \| Recurring \| Warrants liability
Liabilities
Warrants liability	311		718
Money market funds \| Recurring
Assets
Money market funds	110		2,455
Money market funds \| Level 1 \| Recurring
Assets
Money market funds	$ 110		2,455
Liabilities
Money market funds, stable net asset value per share (in dollars per share)	$ 1.00
Money market funds \| Level 2 \| Recurring
Assets
Money market funds	$ 0		0
Money market funds \| Level 3 \| Recurring
Assets
Money market funds	$ 0		$ 0

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company's financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets on a recurring basis consist of the following:


	As of								As of
	September 30, 2023								December 31, 2022
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Money market funds (1)	$	110	$	—	$	—	$	110	$	2,455	$	—	$	—	$	2,455

Liabilities
Contingent consideration liability (2)	$	—	$	4,747	$	—	$	4,747	$	—	$	8,158	$	—	$	8,158
Warrants liability (3)	—		—		311		311		—		—		718		718
Total liabilities	$	—	$	4,747	$	311	$	5,058	$	—	$	8,158	$	718	$	8,876

The elimination of the option pricing model used to value the contingent consideration liability reflected a change in the Company's valuation technique during the nine months ended September 30, 2022. There were no other changes to the Company's valuation techniques or methodologies during the three and nine months ended September 30, 2023 and 2022.

The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the nine months ended September 30, 2023 and 2022, respectively:


(In thousands)	Warrants Liability
Balance as of December 31, 2022	$	718
Total gain recognized due to remeasurement (1)	(407)
Balance as of September 30, 2023	$	311

(1) The gain on remeasurement of the warrants liability was recorded in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).


(In thousands)	Contingent Consideration Liability		Warrants Liability
Balance as of December 31, 2021	$	5,600	$	10,520
Total loss (gain) recognized due to remeasurement (1)	2,348		(8,471)
Transfer to Level 2 (2)	(7,948)		—
Balance as of September 30, 2022	$	—	$	2,049

Fair Value Measurements

Significant Valuation Technique

Significant Valuation Inputs

September 30, 2023

December 31, 2022

Warrants liability

Option pricing

Stock price

$0.61

$1.16

Exercise price

$1.01

$2.47

Volatility

70.0%

65.0%

Term

0.74 years

1.49 years

Risk-free rate

5.5%

4.6%

The primary sensitivities in the valuation of the warrants liability are driven by the exercise price, the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term.

Fair Value Measurements on a Nonrecurring Basis

For the nine months ended September 30, 2023, the Company recorded a goodwill impairment charge of $44.1 million. For the three and nine months ended September 30, 2022, the Company recorded a goodwill impairment charge of $46.3 million. Refer to Footnote 4, Goodwill for further details. The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record additional non-cash impairment charges.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Revenue Recognition - Schedule of Changes in Contract Balances (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue recognized that was included in the opening contract liabilities balance	$ (46,883)	$ (47,662)
Cash received or amounts billed in advance and not recognized as revenue	$ 43,651	$ 46,969